Executive at Pinnacle West (PNW) details RSU vesting, tax-share disposals

Rhea-AI Filing Summary

Pinnacle West Capital senior vice president Jose Luis Esparza Jr. reported a mix of equity award vesting and related share movements. On February 20, 2026, he exercised several blocks of restricted stock units into common stock, which convert one-for-one into shares and are settled entirely in stock. Some of the resulting shares were surrendered back to the company at $98.34 per share to cover tax withholding and other obligations. After these transactions, Esparza directly owned 4,746 shares of Pinnacle West common stock and held 1,563 restricted stock units, including amounts accrued from dividend equivalent rights.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Esparza Jose Luis Jr

(Last) (First) (Middle)

400 N. 5TH STREET

(Street)

PHOENIX AZ 85004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PINNACLE WEST CAPITAL CORP [ PNW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			SVP Public Policy APS

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		M		491(1)	A	(1)	4,331	D
Common Stock	02/20/2026		D(2)		86	D	$98.34	4,245	D
Common Stock	02/20/2026		F(3)		196	D	$98.34	4,049	D
Common Stock	02/20/2026		M		379(1)	A	(1)	4,428	D
Common Stock	02/20/2026		D(2)		41	D	$98.34	4,387	D
Common Stock	02/20/2026		F(3)		163	D	$98.34	4,224	D
Common Stock	02/20/2026		M		473(1)	A	(1)	4,697	D
Common Stock	02/20/2026		D(2)		38	D	$98.34	4,659	D
Common Stock	02/20/2026		F(3)		199	D	$98.34	4,460	D
Common Stock	02/20/2026		M		521(1)	A	(1)	4,981	D
Common Stock	02/20/2026		D(2)		20	D	$98.34	4,961	D
Common Stock	02/20/2026		F(3)		215	D	$98.34	4,746	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/20/2026		M		491(4)		(5)	(5)	Common Stock	491	(1)	0	D
Restricted Stock Units	(1)	02/20/2026		M		379(6)		(7)	(7)	Common Stock	379	(1)	387(8)	D
Restricted Stock Units	(1)	02/20/2026		M		473(9)		(10)	(10)	Common Stock	473	(1)	943(11)	D
Restricted Stock Units	(1)	02/20/2026		A		521(12)		(13)	(13)	Common Stock	521	(1)	1,563(14)	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive the economic equivalent of one share of the Company's common stock. The Restricted Stock Units will be settled in 100% shares of common stock.

2. Represents the cash settlement of Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

3. Shares retained by the Company for purpose of meeting tax withholding requirements. The recipient retained all other shares.

4. The number of derivative securities in Column 5 includes 86 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.

5. The Restricted Stock Units award was granted and was effective in January 2022, and vests in four equal, annual installments beginning on February 20, 2023.

6. The number of derivative securities in Column 5 includes 41 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.

7. The Restricted Stock Units award was granted and was effective in February 2023, and vests in four equal, annual installments beginning on February 20, 2024.

8. Includes 49 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

9. The number of derivative securities in Column 5 includes 38 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.

10. The Restricted Stock Units award was granted and was effective in February 2024, and vests in four equal, annual installments beginning on February 20, 2025.

11. Includes 73 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

12. The number of derivative securities in Column 5 includes 20 vested Restricted Stock Units received in connection with the settlement of dividend equivalent rights. Dividend equivalent rights accrue with respect to these Restricted Stock Units when and as cash dividends are paid on the Company's common stock.

13. The Restricted Stock Units award was granted and was effective in February 2025, and vests in four equal, annual installments beginning on February 20, 2026.

14. Includes 60 Restricted Stock Units received in connection with the settlement of dividend equivalent rights.

Remarks:

	/s/ Melissa Sallee, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did PNW executive Jose Luis Esparza Jr. report?

Jose Luis Esparza Jr. reported vesting and exercise of restricted stock units into Pinnacle West common stock, along with related share dispositions to the company for tax and other obligations. These equity-related transactions adjusted his direct share and restricted stock unit holdings.

How many Pinnacle West (PNW) common shares does Esparza own after these Form 4 transactions?

After the reported transactions, Jose Luis Esparza Jr. directly owns 4,746 shares of Pinnacle West common stock. This figure reflects multiple restricted stock unit conversions and subsequent share dispositions back to the company on February 20, 2026, as recorded in the Form 4 filing.

How many restricted stock units does Jose Luis Esparza Jr. hold in PNW after the filing?

Following the equity award activity, Jose Luis Esparza Jr. holds 1,563 restricted stock units. Each unit represents the economic equivalent of one share of Pinnacle West common stock and will be settled entirely in shares when vesting and settlement conditions are met.

At what price were some PNW shares disposed of in Esparza’s Form 4?

Certain Pinnacle West common shares were disposed of at $98.34 per share. These dispositions included shares returned to the company and shares withheld to satisfy tax liabilities associated with the vesting and settlement of restricted stock units on February 20, 2026.

How do Esparza’s restricted stock units in PNW settle according to the filing?

Each restricted stock unit held by Jose Luis Esparza Jr. represents a right to receive the economic equivalent of one Pinnacle West common share. The filing states these units will be settled in 100% shares of common stock upon vesting and settlement events.

What role do dividend equivalent rights play in Esparza’s PNW equity awards?

Dividend equivalent rights increase Esparza’s restricted stock unit balances when Pinnacle West pays cash dividends. The filing notes that vested units and additional units from these rights are included in his derivative holdings and, in some cases, are settled in cash or additional units.

When do Jose Luis Esparza Jr.’s PNW restricted stock unit awards vest?

The filing describes several restricted stock unit awards granted between January 2022 and February 2025, each vesting in four equal annual installments. Vesting for these awards began on February 20, 2023, and subsequent grants begin vesting on February 20 of following years.